Shy Passions
by DeamonPrince
Summary: Fluttershy knows what it is from books but can her friend Cody help her understand it another way? Rating for Adult Situations and language.


Fluttershy was sitting alone in the library late at night. She looked at her phone, it read two in the morning. She sighed and returned to her books. She moaned as she read about sex and how wonderful it was. She wished she could experience it, but her shyness around people, especially colts. She put her fifth book of the evening down and groaned, her crotch ached as her Heat roared. She wanted sex so badly but was too afraid to do anything about it, she didn't know anything about it but from what she read in her books.

"Flutters?" Shouted a young slightly brawny colt. The sound of fifty other shut-ins hushing him echoed in the library. She ran over to the front desk, her massive chest bouncing as she ran, she turned the corner and saw standing there a tall silver coated Unicorn. His eyes were silver with golden swirls, and his mane was black with scarlet highlights.

"Cody!" She cheered quietly, her shyness shouting at her as she stopped, turned away and blushed as she noticed his tight blue shorts and blue tee pressing into his body.

Cody looked her up and down and groaned silently, her perfect bubble rump and massive chest all complimented by her luscious lips and child bearing hips. He felt his shorts tighten and two of the young freshmen mare's were staring at his expanding bulge. He smiled at them making them blush as he turned to Fluttershy and walked her to her own corner. She was completely secluded, her own little place to hide away at. Cody sat and turned his hips away from her so his Heat driven bulge wouldn't offend her.

"It's nice to see you." she whispered.

"You too. You look very nice." He said complimenting her pink turtleneck sweater and tan slacks.

"I look silly…" She hummed softly.

"No you don't." He said, bumping her slightly to get her attention, "Something on your mind?"

"Do you think I am attractive?" She asked carefully.

"Of course… very much." He said staring into her beautiful eyes.

"Do you trust me?" She asked carefully again.

"With my life, I promise you that one." He said reassuring her.

"Please teach me about sex… mating and the mechanics seem so simple yet I can't understand it." She blurted out semi loudly, for her.

Cody began to blush, "I-I'm sorry...what? You want me to teach you about sex?"

"At least the vocabulary and basic instructions… please." She begged, "You are the only person I trust with this. Any other male would say sure and just take advantage of me, and women don't have the same tools."

"How will I do this?" He asked her, thinking it could get him out of this.

"I have a book with the vocabulary, and basic functions… I want you to show me and let me examine while you explain their personal function, like something not described in the book." She said confidently but sheepishly.

"Um…" He hesitated, worried he might not contain his heat if she were to touch him.

"And since I am too shy to check these books out and I doubt you have your card on you, I need you to do it here." She said blushing and turning away.

"You want me to strip and explain my reproductive system to you all while you fondle it?"

"Yes." Her bluntness was surprising.

Cody sighed, "Fine...but please forgive me if I do something rash… it is mating season after all." He began with his shirt, exposing his hard abs and stone like pectorals. He then untied his shorts and let them drop. The cool air of the library excited him and he felt a slight shiver run up and down his spine as he took his socks and shoes off. Now completely naked and exposed to her, he embarrassedly said. "Lets begin."

"OK." She smiled up at him and dropped to her knees. She pressed her warm breasts against his thighs, and her hot breath began to press into his hardening chubby. "Oh?"

"Your breathing… the warmth and tease of it excites me and he gets hard."

"Ahh." She smiled up at him and took hold of it, "The book say that there are pleasure nerves all over this, but are mostly concentrated at the head." She began to stroke it from the base up, the tingling with teasing lust and as her soft fingers ran over him and perked completely up. "Oh!" She hummed in surprise.

"You found the head." He moaned as the desire to sexually take her screamed in his skull.

She began to repeatedly stroke the head watching him cringe in lewd pleasure and spiteful pain as he resisted his Heat driven urges. "So if I concentrate on this you should release soon?"

"Yes!" He moaned as the pressure built and his sack rumbled. He looked over the partition and saw that two or three of the mare shut-ins were watching them. "We have an audience."

"This is for science, its fine." She said, stopping her massage and grabbing hold of his sack. "This is your scrotum?"

"Yes, ball sack is another name. It holds our testicles or balls. Which produces the sperm that can get you pregnant." He said. Suddenly he gasped as his thickness bobbed and her soft hands began massaging his sack. "That f-feels great!" He moaned as the feeling sang in his lower body.

"Good to know…" She smiled up at him. "Now what is a hand job?"

"You were giving me one earlier. It is where a man's… thing… is pleased with a hand, usually done with spit as a lubrication."

"Like this?" She spat on her hands and began tenderly massaging his meat, her eyes focusing on his bulging sack and throbbing dick. Her eyes looked up at him, "Is this right?" Her voice was so sultry and her eyes screamed for him to fuck her.

"Y-yes." He struggled to say, resisting to force her down, strip her and take her by force.

"Good. So what is a blowjob?" She hummed as her jerking began to get faster and the pressure built up.

"Its w-when a man is sucked, licked and kissed in a sexually way to p-please the man."

"Sounds a little gross." She said, trying to imagine the flavors. She stopped her jerking and looked at the long shaft. "Please explain it." She asked, "Make me give you a blowjob." She said so sweetly and innocently.

"First off, you need to breath through your nose. Second relax your throat. Third is suck like its a lolipop, and just slid the shaft in and out." He grabbed her head, "Ready?" He asked, she nodded and opened her mouth. Cody slowly moved into her mouth. She began sucking and twirling her tongue, the feeling of her perfect technique sending rockets through his system. "Ah." He moaned, her tongue finally relaxing as she began to slid himself in and out of her mouth. She began to build speed, stumbling only a few times during her oral gratification.

Five minutes later, Cody was sitting in a chair, his eyes rolling back as she continued non-stop. She finally stopped and gasped for oxygen. "What is a deep throat?"

Cody chuckled and shook his head, "Advanced oral. The giver, you, pull as far as possible until the I am completely inside your mouth."

"I'd gag."

"I know. Male's love it because it symbolizes their dominance over that woman, also some mare's go and learn how to give deep throat without gagging."

"Thats not smart...they could choke."

"Yeah." Cody gasped for air, his meat red from the overwhelming amount of satisfaction he resisted. "So what is next?"

"It's called a foot job."

"Ahh, simply put, you use your feet to give me a hand job." He chuckled.

"Oh...ok." She kicked off her soft flip flops and sat down on the floor, she pressed her soft feet into his crotch and began stroking his him with the palms of her feet. She felt something slip out and make her motions smoother and silkier. Over and over she stroked him, from top down to bottom, massaging it with her toes, pressing her feet into his bulge to massage his weak points softly.

"Oh Fluttershy." He moaned as the feeling began to overwhelm him, "This feels amazing."

"Thank you…" She said softly before stopping.

Cody huffed as the feeling subsided and he sat down, "Now what?

"I think I know what to do for this, but to be sure...what is a titjob?"

Cody's eyes widened as he began to explain, "Simply massage me with your chest." he explained.

"Ok." She immediately began removing her sweater, the tight knitting of her sweaters always pressed into her chest so much, removing them was so nice for her. She began to tug at the sweater as it passed over, finally ending with her chest doubling in size.

"What?" He gasped in shock, as her toplessness revealed her size in a tiny stretched out tank top.

"Too big?" She asked with a worried voice.

"No...p-perfect size." She smiled and crawled over to him she quickly removed the tank top, exposing her plump plushy chest to him, her nipples perking as her hormones begged her to quit the foreplay and mate with him.

"So like this?" She asked as she stood him up and he bobbed in her face. She pressed together and began moving up and down to massage his pleasure center over and over and over. She looked up and saw his lewd expression. "Why am I so large?"

"Well they are perfect for this."

"You mean I am this big for sex… that's it?"

"Size wise, yes."

"I thought they are for feeding the babies."

"They are, but their size is for the male's pleasure." He explained.

"Oh." She continued her motion, she looked up at him and smiled lewdly, "Anything else I can do?"

"Lay down and let me thrust in between your tits, or suck the head as you move them up and down, or combine them both."

"I'll do the second one." She said with an excited face on. Her silky tongue began to twirl around him, the explosion of sensation began to grow more and more, Cody moaning as the feeling built. Five minutes of pure ecstasy later Cody was laying on the ground and Fluttershy was pulling down her pants, "These last ones I know are positions...but I don't know what they look like."

"I will be glad to teach you." Cody said as he throbbed for joy. He watched as she slowly pulled her slacks off, her pearl white string bikini thong was accented with pink hearts. He smiled as she was just in her cute little thong, "Allow me." He said humbly. He began to pull her thong off, the scent of her wet sweet honeypot tantalized him and he tore them down and plunged his face into her groin.

"Ah" She moaned, "Oh Cody!" She gasped, her voice cracking as Cody's tongue plunged into her and the flavors of her juices danced on his tongue. He twirled his tongue, searching until finally he found her weak point. His tongue began to massage it vigorously causing her to cry out in euphoric paradise. "Yes Cody… I love this… I want more… give me more please." She begged in her cracking innocent voice.

"Now that is dirty. Lay down."

"Ok… and what is my womanhood for?" She obeyed his command and as he got in between her thighs he grabbed her waist and positioned himself perfectly.

"It massages it with your tightness until I release, then it allows my seed into your womb where an egg will be fertilized and you will become a mother to be." he smiled and pressed into her. "This might hurt a little."

"I know. Take your time." She said sweetly.

Slowly he pressed into her, the feeling of them finally touching made both moan. Gently he pressed his thickness into her, pushing effortlessly through her and beginning to slowly increase his thrusting. She winced only as he took her innocence but afterwards it was all pleasure. She watched him build up speed. "Kiss me." She commanded. He obeyed and they began to kiss lovingly, their tongues dancing like flames in the moonlight. He continued to thrust, his hips slamming into hers quietly, their passion being quiet yet heavy. "Next is Butterfly." She said as she noticed his struggle to resist releasing. She let him lift her up and place her on the desk, he pulled her to the edge and slid into her yet again. He began pumping faster and faster, the pressure restarting and building, slowly. Her enormous chest moving wildly with each motion only served to make him love her even more. He leaned over and began kissing and licking and sucking her ample luscious chest so softly and tenderly. Swirling and flicking his tongue on her areolas and nipples as as he grab her breasts with his hands and squeezed and rubbed them gently. Even for someone his size she was more than even a handful for even him. Each time she moaned and gasped, her womanhood tightened as he sucked on her hungrily, and she dug her nails into his back as the pleasure surged in her body and made her feel elated bliss. He felt the urge coming and nearing as his hard thrusts shook the desk and everyone in the library was aware of their passionate love making. Cody looked around and grinned seeing some of the freshmen mares and colts who were too shy before, begin pair up or start self pleasing to others. He felt her begin to close on her orgasm. "C-cody. I'm cl-close to release."

"Then release for me."

"I want to release together."

"You want me inside?" He asked, shocked.

"Yes...I want you to be mine, and I yours."

"OK." He began to thrust harder and harder, nearing his orgasm with her.

"Not like this. In doggy position."

Cody grinned and said nothing. He pulled out, rolled her onto her stomach. Slowly the strong colt dropped to his knees and grinned as the lewd thoughts penetrated his mind and he began licking her. Plunging his tongue in and out of her, making her moan over and over and over, loudly echoing in the quiet library halls. Realizing her noise she looked around the barrier and saw the freshman students in the distance start talking to each other all while pleasing each other or themselves. She then gasped again as Cody plunged two thick fingers into her and hooked them into her front wall, pressing firmly into her weak spot. He then began to massage it wildly, she began crying out in lewd desire and pure ecstasy as the feeling began to overwhelm her. Cody moaned as the scent of her excited him. He stood up and she looked back at him, her white cream was on his fingers, her own release had occurred and her legs were bending in from exhaustion. She then watched as he slid the white cream into his mouth and sucked it off his fingers, moaning as the sweet honey like flavor danced on his tongue. Fluttershy blushed hard and moaned as he began running his length through her rump. The cheeks feeling soft on him as her euphoria still roared and with each motion her tits and ass bounced a great deal. And after fifteen minutes of a soft gentle tease to keep her arousal at an all time high, she felt his he slid down along her then into her, he thrust hard and as the feeling of her pleasure subsided she felt him pressing into her weak spot again, pushing her towards a second release in less than twenty began pumping and thrusting into her from behind, he grabbed her mane and pulled slightly, her eyes wide and mind blank she felt her orgasm racing to her. His powerful thrusts pressing everything perfectly, his hips slamming into her's with no reservations or attempts to be quiet. She began to release her thick sugary cream all over her lover. She let out a long angelic cry as the ecstasy raced through her blood and euphoria stole her mind. He continued as the pleasure built and the urge roared in his heart. The sight of her rump and chest made him thrust even more. He felt a flutter in his chest as each thrust cause Fluttershy to now shudder from her sweet tenderness all through her body ending in her wings as they quivered. He grinned as the tantalizing and pleasurable sensations continued with each of his thrusts, He slamming into her sensitive spot over and over each one sending fireworks through Fluttershy, causing her to tighten around him and as the pleasure began to grow to be too much, his release exploded from him and what felt to him as gallons of his baby making liquid poured out of him and into Fluttershy's fertility. His hand holding onto her perfect hips as her rump slammed into him. The sensations roaring and the emotions singing, he let out a howling growl as the last ounces dripped out. He pumped a few more times for good measure and then he pulled out from her. She collapsed to the floor and smiled up at him.

"I love you Cody." She said as her womb was filled and she began to drip.

"I love you too Fluttershy." He leaned over to her and kissed her lovingly.

Slowly meanwhile deep inside within the loving womb of the beautiful Fluttershy, Cody's seed swam through her, searching. Their passion for their desire matching their creator's. They found their targets and swam at the eggs. Slowly they fought against the inhumanly strong wall Fluttershy's eggs cell. But eventually the wall was broken by the love and passion that fueled their strength and the sperm pierced the cells. Her eggs both were fertilized and she and Cody were now soon to be parents.

The next day, as Fluttershy waddled around from the excessive sex that continued at her apartment. She ran into Twilight Sparkle and Applejack.

"Hey!" She shouted to them, rushing to them. She saw them smiling and holding hands. "Are you two a couple now?" She asked quietly.

"Yes we are little lady."

"Hey I'm a woman now." She said proudly as Cody came over with Pegasus Pony following closely. Cody kissed Fluttershy lovingly.

"Hey sweetness." He said tenderly, he turned to the other ladies and smiled, "G'day."

"Perfect." Twilight said. "Hey John me and Twilight have a question."

"Ask." He said calmly, his orange eyes turning to look into Applejack's.

"Well its a little awkward." Twilight said, drawing attention from the other two.

"Well what is it?" He asked brushing the red mane out of his face, his red coat seeming to shimmer with his motion.

"Well we were hoping you would be willing to be shared by both of us." Applejack said carefully.

"Shared? As in both of you as my marefriends?"

"Yes." Twilight confirmed, "but note, you are bad to either of us and we will dump you like a bad joke."

John laughed, "No worries, I'm a kind soul."

The mares smiled and nodded, "Come by our place later, we have a evening to enjoy." The mares kissed his cheeks and left.

"Well then…" Cody chimed.

"Yeah."

"We should probably head out honey." Cody explained to Fluttershy.

"It's fine. I'll be here when you need me." she said sheepishly, adding a small teasing wink.

She headed back into the library, smiling shyly as she rubbed her stomach, humming Brahm's Lullaby.


End file.
